AMENDMENT TO BYLAWS OF
CHIMNEY LAKES OWNERS ASSOCIATION, INC.

THIS AMENDMENI TO BYLAWS OF CHIMNEY LAKES OWNERS ASSOCIATION, INC. is made this 15 day of  Jan. 2002, by CHIMNEY LAKES OWNERS ASSOCIATION, INC., a Florida homeowners association, and the affirmative vote of not less than a majority vote of members present in person or by proxy at its annual members meeting, as follows:

RECITALS:

WHEREAS, the Bylaws of Chimney Lakes Owners Association, Inc. are dated December 31, 1984 (hereinafter collectively referred to as the 'Bylaws"); and,

WHEREAS, the membership of Chimney Lakes Owners Association, Inc. are desirous of amending the Bylaws in accordance with the procedures set forth in Article XIII of the Bylaws.

NOW, THEREFORE, in accordance with the procedures set forth in Article XIII of the Bylaws, the following amendments are hereby made and shall hereinafter be made a part of the Bylaws:

1.Article IV, Sectiati 3 is amendedasfollows: 

Section.3. Removal.Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association or by the Directors failure to sign the “Code of Conduct Contract for Board Members”, a true copy being attached to these Bylaws as Exhibit “A” and made a part hereof.

Provided, however, a Director elected or appointed by a Class of Members may only be removed by the Class of Members. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. 

2.      Exhibit“A”, Code of Conduct Contract for Board Members’ is attached hereto and shall be made a part of the Bylaws. 

Except as expressly modified herein, the Bylaws shall remain in full force and effect. 

WE, the undersigned President and Secretary of Chimney Lake Owners Association, Inc. do hereby certify that the following amendment was duly and regularly adopted by a majority vote of the members present in person or by proxy at the 2001 annual members meeting ofChimney Lakes Owners Association, Inc., pursuant to the provisions of Article XIII of the Bylaws of Chimney Lake Owners Association, Inc., at a meeting held at on December 4, 2001. 

THIS INSTRUMENT PREPARED BY & RETURN TO:

A.J. TOMASSETTI, ATTORNEY-AT-LAW
P.O. BOX 1443
FERNANDINA BEACH, FLORIDA 32034

Witnessed, stamps etc. on Original Copy.

 
CHIMNEY LAKES OWNERS ASSOCIA'I'ION
CODE OF CONDUCT CONTRACT FOR BOARD MEMBERS

                                                  (A) Financial Ethics:

(1)    Board members shall not solicit or accept, directly or indirectly, any gifts, gratuity, favor, entertainment, loan, or any other thing of value from a person who is seeking to obtain contractual or other business or financial relations with the Association, or from any person whose intent it is to influence any decision or action on any official matter.

(2)   Board members shall not use their position to enhance their financial position or undertakings. 

(3)   Board members or their agent or employee or family member shall not enter into a personal service contract with the Association without previous disclosure of such interest to the Board and Association Members.

(4)   Any potential conflict of interest shall be disclosed to the Board and Association Members.

(5)   No board member shall vote in an official capacity upon any measure which would lead to his/her special private benefit, or which the board member knows would lead to the special private benefit of a relative, or of a business associate.

(6)   Board members shall not receive any compensation from the Association for acting as such.

(7)   Board members shall not use their position to personal political advantage or contribute Association funds or favors to any political party or political candidate.

                                                 (B)   Business Ethics:

(1)   Board members shall not violate the trust of those they serve.

(2)   Board members shall represent the interests of all people served by this Association and not favor the interests of any particular group or person inside or outside of this Association.

(3)   Board members shall not use their position on this Board for personal advantage or for the advantage of their friends or supporters.

(4)   Board members shall approach issues with an open mind, prepared to make the best decisions for all members.

(5)   Board members shall pledge to focus their efforts on the Association's mission, not on personal goals.

(6)   Board members shall not exercise their authority as a board member except when acting in a meeting with the full board or as delegated by the board.

(7)   Board members shall not seek to have a contract implemented that has not been duly approved by the Board.

(8)   No promise of anything not approved by the Board as a hole shall be made to any contractor or supplier during negations.

(9)   Board members shall not interfere with the duties of any staff member nor harass, threaten, or attempt through any means to control or instill fear in a member of the staff. 

                                           (C)   Ethical Relations Among Persons:

(1)   Board shall not engage in any writing, publishing, or speech making that defames any other member of the Board, Association Member, or resident of the community.

(2)  Language at Board meetings will be kept professional. Personal attacks against Members, residents, officers, and directors are not consistent with the best interest of the community and are not permitted.

                                          (D)   Information and Disclosure Ethics:

(1)   The Board will disclose all information about its actions through open meetings and by making readily accessible Association business and financial records and Board meeting agendas and minutes as required by Florida Statute 720.303. 

(2)   The Board will treat all Association Members of the community even-handedly and without favoritism. 

(3)   When any dispute arises between the Board or Board member and any Member, the Board will comply with due process procedures. 

                                                   (E)   Privacy Ethics:

(1)    Board members shall not violate the confidentiality of a Member’s file maintained by the Association, unless required by law. 

                                                    (F)   Accountability Ethics:

(1)    Any Board or Committee member who is unable to fulfill adequately the duties of the position in

a timely manner shall resign or request a leave of absence.

(2)   Any Board member who violates this code of conduct agrees that the Board of Directors may

seek injunctive relief against him/her and agrees to pay the attorney's fees incurred by the Board in
that enforcement effort. The Board member also agrees that the Board will be relieved of posting
bond as a condition to its injunctive remedy and further agrees to abide by all provisions set forth in
the Chimney Lakes Owners Association By-Laws and Florida Statutes Chapter 720.

(3)   Any Board member under investigation for a felony will take a leave of absence from the Board

of Directors during the investigation and trial period. Any Board member convicted of a Felony will
voluntarily resign from his/her position as a member of the Board of Directors.

(4)   The Board of Directors will stand and face the community at their first Board meeting following

their Annual Meeting and will raise their hands and agree to abide by this Code of Ethics and will
sign the Code of Ethics. Any Board member who fails to sign this Code of Ethics shall voluntarily
resign from his/her position as a member of the Board of Directors.

(5)  This Code of Conduct will be framed and kept posted in an accessible location and will be made part of the Association Rules and Regulations that are distributed to all Association Members and residents,

Accepted and Acknowledged by our Signatures below on______________________________: